CHINA MASS MEDIA INTERNATIONAL ADVERTISING CORP.
2008 EQUITY INCENTIVE PLAN
1. Purposes of the Plan . The purposes of this Plan are:
The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock
Units, Performance Units, Performance Shares and Other Stock Based Awards.
2. Definitions . As used herein, the following definitions will apply:
(a) “ Administrator ” means the Board or any of its Committees as will be administering the Plan, in accordance with
Section 4 of the Plan.
(b) “ Applicable Laws ” means the requirements relating to the administration of equity-based awards or equity
compensation plans under the Cayman Islands laws, the laws of the People’s Republic of China, U.S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation system on which Shares are listed or quoted and
the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.
(c) “ Award ” means, individually or collectively, a grant under the Plan of Options, SARs, Restricted Stock,
Restricted Stock Units, Performance Units, Performance Shares or Other Stock Based Awards.
(d) “ Award Agreement ” means the written or electronic agreement setting forth the terms and provisions applicable
to each Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.
(e) “ Awarded Stock ” means the Shares subject to an Award.
(f) “ Board ” means the Board of Directors of the Company.
(g) “ Change in Control ” means the occurrence of any of the following events:
(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the
“beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company
representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting